The Meeting was convened at hrs.

Transcription

1 Summary in English of the Minutes of the 25 th Annual Ordinary Meeting of Shareholders of Bangkok Bank Public Company Limited (the Bank ) April 12, 2018 The Bank s Auditorium, 30 th Floor, Head Office 333 Silom Road, Silom Sub-district, Bang Rak District, Bangkok, Thailand The Meeting was convened at hrs. As Mr. Chatri Sophonpanich, Chairman of the Board of Directors, was unable to attend the Meeting, Mr. Piti Sithi-Amnuai, Vice Chairman of the Board of Directors, presided as Chairman of the Meeting ( Chairman ). Mr. Apichart Ramyarupa, the Corporate Secretary ( Secretary ) reported that the 25 th Annual Ordinary Meeting of Shareholders ( Meeting ) was attended by 1,273 shareholders who appeared in person, accounting for 12,218,670 shares or 0.64 percent of issued and paid-up shares, and 7,530 shareholders who were represented by proxies, accounting for 973,501,467 shares or percent of issued and paid-up shares, totaling 8,803 shareholders, accounting for 985,720,137 shares or percent of the total 1,908,842,894 shares that have been issued and paid-up, thus constituting a quorum pursuant to the Articles of Association of the Bank. The Meeting was attended by directors and senior executives of the Bank and the auditors as follows: The directors who attended the Meeting: 1. Mr. Piti Sithi-Amnuai Vice Chairman of the Board of Directors 2. Mr. Deja Tulananda Chairman of the Board of Executive Directors 3. Admiral Prachet Siridej Independent Director and Chairman of the Audit Committee 4. Mr. Kovit Poshyananda Independent Director and Chairman of the Nomination and Remuneration Committee 5. Mr. Singh Tangtatswas Chairman of the Risk Management Committee and Member of the Board of Executive Directors 6. Mr. Charn Sophonpanich Member of the Risk Management Committee 7. Mr. Amorn Chandarasomboon Member of the Board of Executive Directors, the Risk Management Committee and the Nomination and Remuneration Committee 8. H.S.H. Prince Mongkolchaleam Yugala Independent Director and Member of the Audit Committee 9. Mr. Arun Chirachavala Independent Director and Member of the Audit Committee 10. Mr. Chokechai Niljianskul Independent Director 11. Mr. Chartsiri Sophonpanich President and Member of the Board of Executive Directors 12. Mr. Suvarn Thansathit Senior Executive Vice President, Member of the Board of Executive Directors and the Risk Management Committee 13. Mr. Chansak Fuangfu Senior Executive Vice President and Member of the Board of Executive Directors 14. Mr. Charamporn Jotikasthira Member of the Board of Executive Directors 15. Mr. Thaweelap Rittapirom Executive Vice President and Member of the Board of Executive Directors Senior executives who attended the Meeting: 1. Miss Suteera Sripaibulya Senior Executive Vice President, Manager of Technology Division 2. Miss Rushda Theeratharathorn Senior Executive Vice President in charge of Credit Management 3. Mr. Virasak Sutanthavibul Senior Executive Vice President in charge of Commercial Banking Minutes of the 25 th Annual Ordinary Meeting of Shareholders, April 12, 2018 Page 1 of 10

2 4. Mr. Siridej Aungudomsin Senior Executive Vice President in charge of Business Banking 5. Mrs. Ruchanee Nopmuang Senior Executive Vice President in charge of General Management & Human Resources Division 6. Mr. Chaiyarit Anuchitworawong Senior Executive Vice President, Co-Head of International Banking Group, Manager of International Branch Division, and in charge of Projects & Investor Relations 7. Miss Benjaporn Prisuwanna Executive Vice President, Manager of Accounting and Finance Division The auditors from Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd. who attended the Meeting: 1. Mr. Suphamit Techamontrikul 2. Mrs. Wilasinee Krishnamra 3. Mrs. Sirinporn Jeerararuensak Prior to the consideration of the agenda, the Secretary explained the procedures regarding voting, counting of votes and reporting of the voting result on each agenda as follows. For the purpose of voting, each ordinary share or preferred share shall be counted as one vote. If any shareholder has interests in any matter on which the Meeting shall pass a resolution, such shareholder shall not have the right to vote on such matter, except to vote on the election of directors. In voting on each agenda item, the Chairman shall inquire whether any shareholder wishes to cast a dissenting vote or to abstain from voting. In the event a shareholder wishes to cast a dissenting vote or to abstain from voting, such shareholder is requested to identify oneself, to indicate their vote on the ballot received during registration and to sign the ballot. A bank officer will collect such ballots for the counting of votes. In counting the votes, only the dissenting votes and the abstentions indicated on the proxy forms and the ballots will be counted. The total of such votes will be subtracted from the votes of the total number of shares of those shareholders attending the Meeting and the remaining number of votes will be considered as voting for the approval of such agenda item. At the end of the Meeting, shareholders are requested to return unused ballots to Meeting attendants before leaving the Meeting room. The results of the voting for every agenda for which voting was required shall be later announced to the Meeting. A panel of three witnesses for the counting of votes was appointed, one of whom was a representative from the audit firm of the Bank, namely, Mrs. Sirinporn Jeerararuensak, and the other two witnesses were selected by the Chairman from the shareholders who volunteered, namely, Mr. Sorakom Rungkajonwong and Miss Chutima Peerapongpaisarn. The Secretary informed the Meeting that the Bank had provided shareholders with the opportunity to propose items to be included on the agenda of the Meeting, to nominate candidates for bank directorship, and to submit questions in advance about any agenda item prior to the Meeting. There were no proposals from any shareholder. The Chairman stated that as the number of shareholders in attendance and the number of shares held by such shareholders constituted a quorum, the Meeting could proceed. Agenda No. 1 Approval of the Minutes of the 24 th Annual Ordinary Meeting of Shareholders held on April 12, 2017 The Chairman requested the Meeting to consider and approve the minutes of the 24 th Annual Ordinary Meeting of Shareholders held on April 12, 2017 as presented on pages 6-19 of the Notice of the Meeting which had been sent to each shareholder. The Chairman asked if any shareholder would like to propose any changes to the Minutes. There were no proposals from the Meeting. The Chairman then proposed that the Meeting consider and approve the Minutes of the 24 th Annual Ordinary Meeting of Shareholders held on April 12, Minutes of the 25 th Annual Ordinary Meeting of Shareholders, April 12, 2018 Page 2 of 10

3 The Meeting approved the minutes of the 24 th Annual Ordinary Meeting of Shareholders held on April 12, 2017 with the following votes: - Approved 985,796,966 votes or % of all the votes cast by the shareholders who attended the Meeting - Disapproved 100 votes or 0.00% of all the votes cast by the shareholders who attended the Meeting - Abstained 841,593 votes - Invalid ballots 1,000 votes Agenda No. 2 Acknowledgement of the report on the results of operations for the year 2017 as presented in the Annual Report The Chairman requested the Meeting to acknowledge the report on the results of operations for the year 2017, and the significant developments during the year. The results of operations for the year 2017, the details of which appeared on pages of the 2017 Annual Report, were then requested to be presented by Mr. Singh Tangtatswas. In addition, the Chairman informed the Meeting that the Bank has always given priority to anti-corruption, and has communicated its intention to the Bank s employees in order to encourage them to better understand and cooperate in compliance with the policy and guideline on anti-corruption through various internal channels of the Bank. The Bank had been accepted as a member of the Private Sector Collective Action Coalition Against Corruption ( CAC ) since 2015 and is currently being under consideration of CAC for its membership renewal. Mr. Singh then summarized the report on the results of operations for 2017 as follows. Bangkok Bank and its subsidiaries reported their consolidated financial position as of December 31, 2017 with total assets amounting to Baht 3,076,310 million, an increase of Baht 132,080 million from the previous year. Loans amounted to Baht 2,003,989 million, an increase of Baht 62,896 million, mainly from loans to large corporates, medium-sized businesses and the consumer sector, as well as loans made through the Bank s international network. Total liabilities amounted to Baht 2,674,303 million, an increase of Baht 109,318 million, mainly from growth in deposits which rose by Baht 132,602 million mostly from savings deposits. Shareholders equity attributable to owners of the Bank amounted to Baht 401,724 million, an increase of Baht 22,708 million, due mainly to the net profit attributable to owners of the Bank for 2017 of Baht 33,009 million, net of two dividend payments during 2017 totaling Baht 12,056 million. For the year 2017, the Bank s net interest income increased by Baht 2,627 million due to interest income from interbank and money market items and interest income on loans, while net fees and service income increased due predominantly to the increase in fee income from bancassurance and mutual funds, and loans related services. Impairment loss of loans and debt securities rose in line with the Bank s prudent approach towards financial position management to ensure the Bank s financial sustainable stability. Consequently, net profit attributable to owners of the Bank amounted to Baht 33,009 million. There were no questions and comments from the Meeting. The Chairman proposed that the Meeting acknowledge the report. The Meeting acknowledged the report on the results of operations for the year Agenda No. 3 Acknowledgement of the Report of the Audit Committee for the year 2017 The Chairman requested the Meeting to acknowledge the Report of the Audit Committee for the year 2017 as presented on pages of the 2017 Annual Report. There were no questions and comments from the Meeting. The Chairman proposed that the Meeting acknowledge the report. The Meeting acknowledged the Report of the Audit Committee for the year Minutes of the 25 th Annual Ordinary Meeting of Shareholders, April 12, 2018 Page 3 of 10

4 Agenda No. 4 Approval of the Financial Statements for the year ended December 31, 2017 The Chairman requested the Meeting to approve the Financial Statements for the year ended December 31, 2017, presenting the financial status and operating results of the Bank during the year 2017, which were audited by the auditor of Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd. and were considered by the Audit Committee. Details were presented on pages of the 2017 Annual Report. A shareholder asked for the Bank s view on the interest rate trend in Thailand over the next two to three years, and asked whether Thai interest rates are closely tied to the US Federal Reserves policy target rate, and how the interest rate trend would impact Thailand s economic growth and the Thai public. The shareholder also commended the Bank for monitoring and resolving the customer s complaints made on the Pantip website. The President explained that when considering economic indicators of the US and the monetary policy stance by the US Federal Reserve, it is evident that the US economy has grown at a certain extent with low unemployment rate. The US Federal Reserve is therefore likely to increase interest rates in phases throughout 2018 and Further, we need to closely monitor how the rising US rate will affect Thailand s interest rates. Policy interest rate in Thailand is expected to remain unchanged for Any increase of interest, if occurs, should be marginal and would only happen in the third or the fourth quarter of This is because the Thai economy is different from the US, and it is necessary for the country to promote more investments, particularly in infrastructure, the Eastern Economic Corridor, and the 10 targeted industries. Policy interest rate in Thailand is expected to increase gradually over the next one to two years. The Government may take into consideration the uncertainty and potential impact of the trade disputes between the US and China to ensure that the Thai economy can continue to grow. A shareholder enquired about the source of the major part of income under the heading Gains on tradings and foreign exchange transactions and Gains on investments on page 38 of the Annual Report. The President explained that the Bank earned the Gains on tradings and foreign exchange transactions mostly from services provided to customers, particularly foreign currency trading, where the Bank earns the bid-ask spreads as well as from trading of bonds and debt instruments. Gains on investments were those in equity and debt securities. The Bank s investments in debt instruments are primarily carried out for the purpose of liquidity management, the majority of which are government and state-enterprise bonds. A shareholder inquired about the amount of the Bank s fee income that would be reduced by the Bank s waiver of fund transfer fees. The President explained that the waiver of the fund transfer fees is expected to have a minimal impact on the Bank s revenues in 2018, and may affect about 3-4 percent of net fee and service income and the Bank would generate additional revenue from other fees and services, particularly electronic and digital banking services, enhance the growth of its customer base and provide better access to customers. These service offerings will enable the Bank to better understand customer behavior and analyze it to enhance the Bank s financial products and service offerings that may suit the customer s needs. A shareholder asked the President to explain the positive aspects of the Bank s partnership with AIA which is the largest life insurance company in Thailand. The President explained that the Bank entered into an agreement with AIA Thailand Company Limited ( AIA ) in 2017 for the Bank to offer AIA s products in addition to products of Bangkok Life Assurance Public Company Limited to maximize benefits for customers as they would be able to obtain protection from a wide variety of modern life insurance products. In 2018, the Bank began offering AIA s products at selected branches and will continue to expand the product offerings at other branches throughout the country. Under the cooperation with AIA, the Bank aims to offer better products and services to customers, and it expects that this cooperation will benefit both customers and the Bank. A shareholder inquired how many types of fee income the Bank has and the contribution of each type to the total fee income. The President explained that the Bank earns fee income from various services, such as fees from credit card business, transaction service, bancassurance, mutual fund, loan related fee, trade finance service, and other services. A shareholder asked how the Bank would plan to deal with non-performing loans of Baht 87 billion as stated in the financial statements for 2017, and from which sectors those non-performing loans originated. The shareholder also asked about newspaper report stating that the number of the Bank's branches in 2017 rose by Minutes of the 25 th Annual Ordinary Meeting of Shareholders, April 12, 2018 Page 4 of 10

5 11 branches while other banks had announced a reduction in the number of their branches. The shareholder asked whether in 2018, the Bank would open more branches or reduce the number of branches in line with other banks. The President said the Bank has already set aside provisions for the non-performing loans and they would not have significant impact on the Bank. The President explained that the non-performing loans were partly from the slowdown in global and Thai economies over the past few years. However, the outlook for the global economy is brighter and that, in turn, should help reverse those non-performing loans. To resolve non-performing loans, the Bank focuses on working closely with the debtor and solving the problems together to ensure that the debtors can continue to operate their own businesses. Senior Executive Vice President (Mr. Suvarn) clarified that the opening of branches in 2017 was part of an ongoing plan. In the same year, however, the Bank also closed and merged some branches. According to the plan for 2018, there will be more closing of branches than opening. Decisions on branches will be made on a case-by-case basis. A shareholder quoted news report stating that the Ministry of Finance encouraged commercial banks to narrow the gap between loan and deposit interest rates and asked how this would affect the Bank's revenue. The shareholder also asked whether the Bank expects the Baht appreciation to continue and how the Bank has prepared for this matter. The President explained that the Bank forecasted that policy interest rate would remain unchanged or would possibly increase slightly around the end of The Government encouraged commercial banks to support SMEs, and the Bank has followed such policy by reducing the relevant spread or margin. The Bank would strike a balance between lending at the rates that the businesses of our customers can thrive and maintaining an appropriate net interest margin. The appreciation of the Thai baht has resulted primarily from the trend of the weakening US Dollar for the past couple of years. The US Dollar is also likely to continue to weaken in line with the weak dollar policy of the US government in order to help alleviate some of their economic woes. This implies that most ASEAN currencies, including the Thai Baht, would remain strong, and the business sector should closely monitor the exchange rate movement. If the Baht moves in line with other ASEAN currencies, the impact on Thailand's competitiveness would be mitigated. A shareholder asked whether the increase in the loans granted by the Bank, from Baht 1.9 trillion to Baht 2 trillion in 2017, was mainly to the large corporate customers, and whether and how the Bank would be affected, if in the long run the interest rates increase, while the loans granted by the Bank are at Baht 2 trillion. The President explained that the floating interest rates would apply to most loans granted by the Bank and the Bank's sources of funds are mostly subject to floating interest rates as well. Therefore, the increase in interest rates would not significantly impact the Bank. In addition, impacts on our customers would also be marginal as the increase in interest rates will likely be gradual. Other factors, such as, economic conditions, competitiveness and revenue-generating ability of our customers, are much more important than interest rates. There were no further questions and comments from the Meeting. The Chairman proposed that the Meeting approve the audited Financial Statement for the year 2017 of the Bank. The Meeting approved the audited Financial Statements for the year ended December 31, 2017, which were audited by the auditor, with the following votes: - Approved 987,738,820 votes or 99.99% of all the votes cast by the shareholders who attended the meeting - Disapproved 58,100 votes or 0.01% of all the votes cast by the shareholders who attended the meeting - Abstained 1,172,301 votes - Invalid ballots 16,100 votes Agenda No. 5 Approval of the appropriation of the profit and the payment of dividends for the year 2017 The Chairman informed the Meeting that the net profit of the Bank in 2017 amounted to Baht 31,580,418,494.94, and requested the Meeting to consider and approve the appropriation of the profit and the payment of dividends for the operating results of the year 2017, as presented on page 20 of the Notice of the Meeting, as follows. Minutes of the 25 th Annual Ordinary Meeting of Shareholders, April 12, 2018 Page 5 of 10

6 1. Allocation as a legal reserve the total amount of Baht 1,000 million, being the allocation for the period of January-June 2017 amounting to Baht 500 million (which had already been made as per the financial statements for the period ended December 31, 2017) and for the period of July- December 2017 amounting to Baht 500 million. 2. Allocation as other reserves the amount of Baht 5,000 million which had already been made for the period of January-June Dividend payment for the operating results of the year 2017 at the rate of Baht 6.50 per ordinary share, totaling Baht 12,407,478,811, or about percent of the annual net profit, a part of which had been paid as interim dividend at the rate of Baht 2.00 per ordinary share on September 22, 2017, and the remaining amount to be paid on May 11, 2018 at the rate of Baht 4.50 per ordinary share, provided that such remaining dividend was to be payable from retained earnings that was subject to corporate income tax at the rate of 30 percent in the amount of Baht 0.29 per share, 25 percent in the amount of Baht 0.58 per share and 23 percent in the amount of Baht 3.63 per share. The record date for determining the shareholders who have the right to receive the dividend payment shall be April 24, There were no questions from the Meeting. The Chairman proposed that the Meeting approve the appropriation of profit and the payment of dividends for the year The Meeting approved the appropriation of profit and the payment of dividends for the year 2017 as proposed with the following votes: - Approved 988,143,412 votes or % of all the votes cast by the shareholders who attended the Meeting - Disapproved 8,000 votes or 0.00% of all the votes cast by the shareholders who attended the Meeting - Abstained 821,910 votes - Invalid ballots 16,100 votes Agenda No. 6 Election of Directors replacing those retiring by rotation The Chairman requested the shareholders to elect directors in place of those retiring by rotation with details as follows. According to Article 17 of the Articles of Association of the Bank, one-third of the total number of the directors of the Bank shall retire at every annual ordinary Meeting of shareholders. The six directors due to retire by rotation in the Annual Ordinary Meeting of Shareholders for 2018 were Mr. Deja Tulananda, Mr. Kovit Poshyananda, Mr. Amorn Chandarasomboon, H.S.H. Prince Mongkolchaleam Yugala, Mr. Suvarn Thansathit and Mr. Chansak Fuangfu. The Nomination and Remuneration Committee had considered and selected qualified individuals to be proposed to be the Bank s directors in place of those retiring by rotation in accordance with the policy, criteria and methods prescribed and is of the opinion that the said six retiring directors, namely, Mr. Deja Tulananda, Mr. Kovit Poshyananda, Mr. Amorn Chandarasomboon, H.S.H. Prince Mongkolchaleam Yugala, Mr. Suvarn Thansathit and Mr. Chansak Fuangfu, possess suitable qualifications, with no disqualification pursuant to any relevant laws or regulations; and have knowledge, skills and expertise that will benefit the Bank s business and also possess high business ethics, vision and a positive attitude towards the Bank, as well as the willingness to fully perform their assigned duties with responsibility, integrity and honesty. The retiring directors performances of their duties as the Bank s directors so far have been highly beneficial as reflected in the Bank s results of operation. The Board of Directors (not including those with interest) recommended that all six directors retiring by rotation, namely, Mr. Deja Tulananda, Mr. Kovit Poshyananda, Mr. Amorn Chandarasomboon, H.S.H. Prince Mongkolchaleam Yugala, Mr. Suvarn Thansathit and Mr. Chansak Fuangfu, be re-elected to the Board. In particular, Mr. Kovit Poshyananda and H.S.H. Prince Mongkolchaleam Yugala, who are independent directors, have proved to be highly valuable to management of the Bank, due to their specific knowledge and long experience in finance and corporate governance. Their views and opinion are independent, sound and beneficial and also based on the relevant rules and regulations. Minutes of the 25 th Annual Ordinary Meeting of Shareholders, April 12, 2018 Page 6 of 10

7 The Bank had provided shareholders with the opportunity to nominate candidates who possess suitable qualifications for bank directorship in accordance with the rules and guidelines prescribed by the Bank which are disclosed on the Bank s website; however, there were no proposals from any shareholder. The information about each of the six directors retiring by rotation was presented on pages of the Notice of the Meeting. There were no questions and comments from the Meeting. The Chairman proposed that the Meeting consider the re-election of the directors and requested the Meeting to conduct the voting for the re-election of each director individually. The Meeting approved the re-election of Mr. Deja Tulananda, Mr. Kovit Poshyananda, Mr. Amorn Chandarasomboon, H.S.H. Prince Mongkolchaleam Yugala, Mr. Suvarn Thansathit, and Mr. Chansak Fuangfu as directors for another term with the following votes: Mr. Deja Tulananda - Approved 965,250,968 votes or 97.70% - Disapproved 22,737,170 votes or 2.30% - Abstained 984,234 votes Mr. Kovit Poshyananda - Approved 882,154,845 votes or 89.29% - Disapproved 105,864,325 votes or 10.71% - Abstained 907,644 votes Mr. Amorn Chandarasomboon - Approved 940,526,920 votes or 95.20% - Disapproved 47,440,830 votes or 4.80% - Abstained 953,364 votes H.S.H. Prince Mongkolchaleam Yugala - Approved 866,107,024 votes or 87.66% - Disapproved 121,909,466 votes or 12.34% - Abstained 898,664 votes Mr. Suvarn Thansathit - Approved 976,677,196 votes or 98.86% - Disapproved 11,265,074 votes or 1.14% - Abstained 983,594 votes Minutes of the 25 th Annual Ordinary Meeting of Shareholders, April 12, 2018 Page 7 of 10

8 Mr. Chansak Fuangfu - Approved 977,182,335 votes or 98.91% - Disapproved 10,759,274 votes or 1.09% - Abstained 984,364 votes Agenda No. 7 Acknowledgement of directors remuneration for the year 2017 The Chairman requested the Meeting to acknowledge the directors remuneration in 2017 which was in line with the remuneration framework as proposed by the Nomination and Remuneration Committee, details of which were presented on page 33 of the Notice of the Meeting. Furthermore, the Meeting was informed of the benefits and remuneration in 2017 of the directors and the executives with management authority and their directorship in other companies as required to be disclosed by the Bank of Thailand, the details of which were presented on page 198 and pages of the 2017 Annual Report. A shareholder remarked that under internationally accepted principles an independent director should not retain directorship for more than three tenures or nine years and asked whether the Bank will abide by such principles. The Chairman said the Bank will take the matter into consideration. There were no further questions and comments from the Meeting. The Chairman proposed that the Meeting acknowledge the directors remuneration. The Meeting acknowledged the directors remuneration. Agenda No. 8 Appointment of the auditors and the determination of the remuneration The Chairman stated that in order to comply with Section 120 of the Public Limited Companies Act B.E as amended and Article 50 of the Articles of Association of the Bank, which stipulate that the annual ordinary meeting of shareholders each year shall appoint an auditor and determine the remuneration to be paid by the Bank, and which also stipulate that the former auditor may be re-appointed. The Audit Committee considered and evaluated the quality of the work of the auditor in 2017 and reviewed the suitability as well as assessed the independence and the qualifications of the said auditor according to the established criteria. The Audit Committee was of the opinion that the auditor of Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd. was suitable to be re-appointed as the auditor of the Bank. The Board of Directors therefore recommended that the Meeting approve the appointment of Mr. Suphamit Techamontrikul, certified public accountant registration no. 3356, and/or Mr. Chavala Tienpasertkij, certified public accountant registration no. 4301, and/or Mrs. Nisakorn Songmanee, certified public accountant registration no. 5035, all of Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd., as auditors of the Bank for 2018, with total remuneration of Baht 15,780,000.00, and that the Bank s management be authorized to consider and approve additional fees as appropriate if the Bank requests the auditors to perform other functions. The details of the appointment and the remuneration of the auditors for 2018 were presented on page 34 of the Notice of the Meeting. There were no questions and comments from the Meeting. The Chairman proposed that the Meeting approve the appointment and the remuneration of the auditors for 2018 and authorize the Bank s management to consider and approve additional fees as appropriate if the Bank were to request the auditors to perform other functions. Minutes of the 25 th Annual Ordinary Meeting of Shareholders, April 12, 2018 Page 8 of 10

9 The Meeting approved the appointment of Mr. Suphamit Techamontrikul, certified public accountant registration no. 3356, and/or Mr. Chavala Tienpasertkij, certified public accountant registration no. 4301, and/or Mrs. Nisakorn Songmanee, certified public accountant registration no. 5035, all of Deloitte Touche Tohmatsu Jaiyos Audit Co., Ltd., as auditors of the Bank for 2018, with remuneration of Baht 15,780, and authorized the Bank s management to consider and approve additional fees as appropriate if the Bank were to request the auditors to perform other functions with the following votes: - Approved 986,676,564 votes or 99.86% - Disapproved 1,386,706 votes or 0.14% - Abstained 862,703 votes - Invalid ballots 16,420 votes Agenda No. 9 Amendment of the Article 31 of the Bank s Articles of Association The Chairman stated that in order for the Bank s Articles of Association to be consistent with Section 100 of the Public Limited Company Act B.E as amended by the Order of the Head of the National Council for Peace and Order No. 21/2560 on Amendments of Laws to Facilitate the Ease of Doing Business, the Board of Directors therefore proposed that the Meeting approve the amendment of the Article 31 of the Bank s Articles of Association as follows: From Article 31. The shareholders holding not less than one-fifth of the total number of shares sold, or shareholders of not less than twenty-five in number whose shares are in total not less than one-tenth of the total number of shares sold, may submit a written request signed by them to ask the Board of Directors to call an extraordinary meeting of shareholders at any time, provided that they shall clearly state their reasons in such request. In such case, the Board of Directors shall arrange for the meeting of shareholders to be held within one month from the date of receipt of such request from the shareholders. To Article 31. Any one or more shareholders holding altogether not less than ten (10) percent of the total number of shares sold may submit a written request signed by them to ask the Board of Directors to call an extraordinary meeting of shareholders at any time, provided that they shall clearly state their reasons in such written request. In such case, the Board of Directors shall arrange for the meeting of shareholders to be held within forty-five (45) days from the date of receipt of such request from the shareholders. Where the Board of Directors have not arranged for such requested meeting within the period specified in the first paragraph, such shareholders signing the request or any other shareholders altogether holding the number of shares as so prescribed may themselves call a meeting within forty-five (45) days from the expiry date of the period specified in the first paragraph. In this case, such a meeting shall be considered as duly called by the Board of Directors, and the Company shall bear the expenses necessarily incurred from the arrangement for such meeting and shall facilitate the said arrangement as appropriate. Where it appears that, in any meeting of shareholders called by the shareholders in accordance with the second paragraph, the number of shareholders attending the meeting is not sufficient to form a quorum as prescribed in Article 33, those shareholders under the second paragraph shall jointly reimburse all the expenses incurred from the arrangement for such meeting to the Company. There were no questions from the Meeting. The Chairman proposed that the Meeting approve the amendment of the Article 31of the Bank s Articles of Association. The Meeting approved the amendment of the Article 31 of the Bank s Articles of Association with a majority of not less than three-fourths of the total number of votes of shareholders attending the Meeting and having the right to vote as proposed by the Board of Directors as detailed below: Minutes of the 25 th Annual Ordinary Meeting of Shareholders, April 12, 2018 Page 9 of 10

10 - Approved 987,906,172 votes or 99.89% of all the votes of the shareholders who attended the Meeting with the right to vote - Disapproved 5,100 votes or 0.00% of all the votes of the shareholders who attended the Meeting with the right to vote - Abstained 1,014,984 votes or 0.10% of all the votes of the shareholders who attended the Meeting with the right to vote - Invalid ballots 18,320 votes or 0.00% of all the votes of the shareholders who attended the Meeting with the right to vote Agenda No. 10 Other Business The Chairman invited shareholders to express their opinions and suggestions on various matters. A shareholder asked whether the Bank has plans to improve its image and suggested it would improve its website to be more modern. The President explained that the Bank is in the process of improving its image as well as other aspects, particularly in developing relationships with customers to achieve better interaction with customers and meet their needs more efficiently. There being no further questions, the Chairman thanked the shareholders and declared the Meeting closed. The Meeting was closed at hrs. Certified as correct (Mr. Piti Sithi-Amnuai) Vice Chairman of the Board of Directors Chairman of the Meeting (Mr. Apichart Ramyarupa) Corporate Secretary ----End---- Minutes of the 25 th Annual Ordinary Meeting of Shareholders, April 12, 2018 Page 10 of 10